What changed in this filing

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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-11 · 57 added, 57 removed, 169 unchanged (40% of the section changed)

15 unchanged sentences

a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

On March 11, 2025, the Company’s Board of Directors approved the grant of 287,949 restricted stock unit awards (the “RSUs”) and 259,400 stock options to Thomas Shortt, the Company’s Chief Executive Officer subject to the effectiveness of the Company’s registration statement on Form S-8.

The RSUs vest on or around the fourth annual anniversary of the date the Company emerged from the Prepackaged Chapter 11 Case (the “vesting commencement date”) and the options vest as to 25% on the first anniversary of the grant date and as to 75% in three ratable installments on each of the second, third and fourth anniversaries of the vesting commencement date, in each case subject to Mr.

Shortt’s continued service through the applicable vesting dates.

The options have a per share exercise price as follows:

(a) 50% with a per share exercise price equal to the $45.70, and (b) 50% with a per share exercise price equal to $60.95.

In the event of a change in control, where the per share price received by the stockholders in connection with such change in control equals or exceeds $45.70, the awards will fully accelerate.

In addition, in the event Mr.

Shortt’s employment is terminated by the Company without “cause” or by him for “good reason” on or prior to the first anniversary of the vesting commencement date with respect to the RSUs or the first anniversary of the grant date with respect to the options, 25% of the RSUs and options, and following such date, a pro-rated number of RSUs and options based on the

Shortt’s period of employment during the vesting period, will accelerate.

In addition, in the event of such a qualifying termination, the options will remain outstanding through their original expiration date.

1.01 Entry into a Material Definitive Agreement.

On March 8, 2025, Vroom, Inc., UACC and its indirect subsidiary Darkwater Funding LLC, as co-borrowers, entered into a credit agreement with Mudrick Capital Management, L.P.

(“Lender”), who as of January 14, 2025 was a 76.5% shareholder of the Company, for a $25.0 million delayed draw term loan facility (“Delayed Draw Facility”).

The Delayed Draw Facility allows for multiple drawdowns by each co-borrower, subject to satisfaction of usual and customary conditions precedent.

The Delayed Draw Facility bears interest at a rate of Term SOFR +850 bps, payable quarterly in arrears, with a full payment-in-kind option.

Interest is also payable upon any payment of principal.

The co-borrowers’ obligations under the Delayed Draw Facility will be collateralized by asset backed residual certificates in certain UACC securitization trusts.

The Delayed Draw Facility matures on December 31, 2026;

however, borrowings can be prepaid at any time, in whole or in part, without penalty or premium.

Once amounts are repaid they may not be reborrowed.

The Delayed Draw Facility includes certain usual and customary covenants with respect to the co-borrowers’ activities and the collateral.

The foregoing description of the Delayed Draw Facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, which is attached hereto as Exhibit 10.40 and incorporated herein by reference.

In addition, on March 8, 2025, we renewed one of our Warehouse Credit Facilities, now expiring June 2026.

The aggregate borrowing limit and significant terms of the agreement remained unchanged except for an increase in the minimum liquidity covenant.

The foregoing description of the Warehouse Credit Facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, which is attached hereto as Exhibit 10.36 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 above regarding the Company’s direct financial obligation under the Delayed Draw Facility is incorporated into this Item 2.03 by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

On March 11, 2025, and effective as of that date, the Company filed a Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change the Company’s registered agent to CT Corporation System, and its registered office to 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.

The Certificate of Change was approved by the Company's board of directors (the “Board”) in accordance with Section 133 of the General Corporation Law of the State of Delaware and had the effect of amending Article SECOND of the Amended and Restated Certificate of Incorporation of the Company.

A copy of the Certificate of Change is filed as Exhibit 3.1 hereto.

In addition, on March 11, 2025, and effective as of that date, the Company filed a restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which restated the Company’s prior amended and restated certificate of incorporation to integrate the provisions of the Certificate of Change.

The Restated Certificate was approved by the Board in accordance with Section 245 of the General Corporation Law of the State of Delaware and only restated and integrated, but did not further amend, the Company’s prior amended and restated certificate of incorporation.

The foregoing description of the Company’s Restated Certificate is qualified in all respects by reference to the text of the Restated Certificate, which is filed as Exhibit 3.2 hereto.

Not applicable.

b) Insider Trading Arrangements and Policies.

32 unchanged sentences

Certificate of Change of Registered Agent and/or Registered Office

March 11, 2025

Restated Certificate of Incorporation of Vroom, Inc.

March 11, 2025

Amended and Restated Bylaws of Vroom, Inc.

3 unchanged sentences

Description of Registrant's Securities

March 11, 2025

Second Amended & Restated 2014 Equity Incentive Plan, as amended

11 unchanged sentences

Amended and Restated 2020 Incentive Award Plan

March 11, 2025

Form of Restricted Stock Unit Agreement pursuant to the 2020 Incentive Award Plan

9 unchanged sentences

Amended and Restated Executive Severance Plan, as amended and restated

March 11, 2025

Agreement of Termination of Amended and Restated Inventory Financing and Security Agreement and Credit Balance Agreement, dated March 12, 2024 by and among Ally Bank, Ally Financial Inc., Vroom Automotive, LLC and Vroom, Inc.

March 13, 2024

Employment Offer Letter, dated December 29, 2018, by and between Vroom, Inc.

and Patricia Moran

September 8, 2020

Employment Offer Letter, dated November 3, 2016, by and between Vroom, Inc.

and Carol Denise Stott

September 8, 2020

Letter Agreement, dated as of September 13, 2021, by and between Robert Krakowiak and Vroom, Inc.

16 unchanged sentences

August 8, 2024

Separation Agreement, dated as of May 7, 2024, by and between C.

Denise Stott and Vroom, Inc.

August 8, 2024

Separation and Consulting Agreement, dated as of July 23, 2024, between Patricia Moran and Vroom, Inc.

August 8, 2024

Employment Letter, dated as of July 23, 2024, between Anna-Lisa Corrales and Vroom, Inc.

3 unchanged sentences

September 8, 2020

Assignment of Contracts, dated July 29, 2021, by and between CGP2 Lone Star, LP as assignor and Catterton Growth Partners II, L.P., Catterton Growth Partners II Offshore, L.P., L Catterton Growth Partners III, L.P.

Assignment of Contracts, dated July 29, 2021, by and between CGP2 Lone Star, LP as assignor and Catterton Growth Partners II, L.P., Catterton Growth Partners II

August 11, 2021

Offshore, L.P., L Catterton Growth Partners III, L.P.

and L Catterton Growth Partners Offshore III, L.P.

as assignees, of the Nominee and Indemnity Agreements, dated September 1, 2020, of Scott Dahnke and Michael Farello

August 11, 2021

Restructuring Support Agreement, dated November 12, 2024

1 unchanged sentence

Warrant Agreement, dated as of January 14, 2025, between Vroom, Inc.

and Equinity Trust Company, LLC

and Equiniti Trust Company, LLC

January 15, 2025

1 unchanged sentence

and Jason Mudrick, dated February 18, 2025

March 11, 2025

Warehouse Agreement, dated as of November 19, 2013, by and among UACC Auto Financing Trust IV, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, the agent parties thereto, and JPMorgan Chase Bank, N.A.

as administrative agent, as amended through March 8, 2025

March 11, 2025

Amended and Restated Warehouse Agreement, dated as of July 16, 2013, by and among UACC Auto Financing Trust III, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, the agent parties thereto, and Wells Fargo Bank, National Association as administrative agent, as amended through November 30, 2023

3 unchanged sentences

Loan and Security Agreement, dated as of March 7, 2025, by and among Vroom, Inc., as borrower, Darkwater Funding, LLC, as borrower, United Auto Credit Corporation, as borrower, Mudrick Capital Management, L.P., as administrative agent, and the lender parties hereto, entered into on March 8, 2025

March 11, 2025

Amendment No.

1 to the Loan and Security Agreement by and among Vroom, Inc., Darkwater Funding, LLC, United Auto Credit Corporation, Mudrick Capital Management, L.P., and the lender parties hereto, dated October 9, 2025

October 10, 2025

Indenture, dated as of February 28, 2025, by and between United Auto Credit Securitization Trust 2025-1 and Computershare Trust Company, N.A.

Amended and Restated Trust Agreement by and among United Auto Financing LLC, as depositor, Computershare Trust Company, N.A., as certificate registrar and certificate paying agent, and Computershare Delaware Trust Company, as owner trustee, dated as of February 28, 2025

Custodian Agreement by and between United Auto Credit Corporation, as custodian, and Computershare Trust Company, N.A., as indenture trustee, dated as of February 28, 2025

Sale and Servicing Agreement by and among United Auto Credit Securitization Trust 2025-1, as

issuer, United Auto Credit Financing, LLC, as depositor, United Auto Credit Corporation, as servicer, and Computershare Trust Company, N.A, as backup servicer and indenture trustee, dated as of February 28, 2025

Letter Agreement, dated as of May 12, 2025, by and between Jonathan Sandison and Vroom, Inc.

Separation Agreement, dated as of May 15, 2025, between Agnieszka Zakowicz and Vroom, Inc.

August 7, 2025

Warehouse Agreement, dated as of November 18, 2022, by and among VFS Near Prime Trust I, as borrower, United Auto Credit Corporation, as servicer and custodian, a paying agent, the lender parties thereto, and Fifth Third, National Association, as administrative agent, as amended on March 28, 2025

Amended and Restated Warehouse Agreement, dated as of July 11, 2019, by and among UACC Auto Financing Trust V, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, and an administrative agent, as amended on August 29, 2025

November 10, 2025

Amendment to Amended and Restated Warehouse Agreement, dated as of July 11, 2019, by and among UACC Auto Financing Trust V, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, and an administrative agent, as amended on October 9, 2025

November 10, 2025

Letter Agreement, dated as of March 19, 2025, by and between Thomas Shortt and Vroom, Inc.

March 26, 2025

Purchase Agreement by and between United Auto Credit Financing LLC, as purchaser, and United Auto Credit Corporation, as seller, dated as of February 28, 2025

Preferred Unit Purchase Agreement, dated as of January 16, 2026 by and among the Company, Vroom Automotive LLC and SPE Holdings 2026-1

January 21, 2026

Second Amended and Restated Limited Liability Company Agreement of Vroom Automotive LLC, dated as of January 16, 2026

January 21, 2026

Note Purchase Agreement, dated August 29, 2025, by and among the Company and the Purchasers

Note Purchase Agreement, dated as of November 25, 2025, by and among Vroom, Inc., and Robert J.

Custodian Agreement by and between United Auto Credit Corporation, as custodian, and an indenture trustee, dated as of January 31, 2026

Indenture, dated as of January 31, 2026, by and between United Auto Credit Securitization Trust 2026-1 and the Indenture Trustee

Purchase Agreement by and between United Auto Credit Financing LLC, as purchaser and United Auto Credit Corporation as seller, dated as of January 31, 2026

Amended and Restated Trust Agreement by and among United Auto Financing LLC, as depositor, a certificate registrar and certificate paying agent, and an owner trustee, dated as of January 31, 2026

Sale and Servicing Agreement by and between United Auto Credit

Corporation, as custodian and an indenture trustee, dated as of January 31, 2026

Revised Form of Restricted Stock Unit Purchase Agreement pursuant to the Amended 2020 Incentive Award Plan

Insider Trading Compliance Policy

March 11, 2025

Subsidiaries of the Registrant

Consent of RSM US LLP

Consent of PricewaterhouseCoopers LLP

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

22 unchanged sentences

March 26, 2026

/s/ Agnieszka Zakowicz

Agnieszka Zakowicz

/s/ Jonathan Sandison

Jonathan Sandison

Chief Financial Officer

(principal financial officer and principal accounting officer)

(principal financial officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

March 26, 2026

/s/ Agnieszka Zakowicz

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Jonathan Sandison

Chief Financial Officer (Principal Financial Officer)

March 26, 2026

Agnieszka Zakowicz

Jonathan Sandison

/s/ Jacob Benzaquen

Senior Vice President of Accounting (Principal Accounting Officer)

March 26, 2026

Jacob Benzaquen

/s/ Robert J.

8 unchanged sentences

March 26, 2026

March 11, 2025

O’Shaughnessy

3 unchanged sentences

March 26, 2026

/s/ Nikul Patel

March 26, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures